Imperial Invasion
by Black Raider
Summary: Sequel to Secret of the Scrolls. Komodo, Saber, and Tai Lung have a plan to get the scrolls. Meanwhile, Shifu is getting worse. Po and the others have only two scrolls. Can they get the rest and save Shifu in time? Maybe Emperor Atlas can help. R
1. A Month After the Battle

_Okay, OC Heroes and Villains is going waaaayyyy slower than I want. So I'm starting my other stories until I get more reviews and OCs._

Chapter One- A Month After the Battle

So, you know what happened in Secret of the Scrolls. Komodo tries to steal the scrolls but fails and he and Saber escape while Chameleon and Gaur die earlier. Komodo gets defeated by Po belly-bouncing him off a mountain and into a hole. Saber catches up and they are confronted by Tai Lung.

So, this is where the story picks up: at a campsite where Tai Lung, Komodo, and Saber are talking.

Are you ready?

*****

"So how do you two know each other?" Saber asked.

"We were rivals as Shifu's students." Komodo explained.

"I was always the stronger guy." Tai Lung said.

"No, both of our strength was matched." Komodo argued. "Anyway, Tai Lung always seemed to be the favorite of Shifu. So I ran away to get stronger and defeat both Shifu and Tai Lung."

"You never ran away to get stronger." Tai Lung accused. "You ran away because you're a coward."

"_I'm _a coward?!" Komodo yelled. "_You're _the one who destroyed the Valley of Peace just because you didn't get the Dragon Scroll!"

"You would've done the same!" Tai Lung shouted.

"I would not!"

"Yeah you would!"

Komodo shoved Tai Lung. "Says you!"

"Don't push me!" Tai Lung yelled.

"You mean like this?" Komodo shoved Tai Lung, harder.

"That's it!" Tai Lung tackled Komodo and they started fighting.

"You scaly freak!" Tai Lung shouted.

"You stupid fuzz ball!" Komodo yelled.

Saber sighed. "Would you two stop it?"

"Shut up!" Tai Lung and Komodo yelled.

"I'd listen to the clouded leopard."

The three of them froze and turned, seeing a giant Chinese salamander and a tanuki.

"What did you say?" Komodo demanded.

"You should listen to your friend here." The salamander said. "I'm Rik-Zi. This here is my ninja sidekick Tanuki."

"Can't he tell us that?" Tai Lung asked.

"Nope." Rik-Zi laughed. "No matter how much I try, he won't talk."

"What do you want?" Saber asked.

"I know of an army that is led by Ganesha the elephant." Rik-Zi said. "Tanuki and I were sent here to get the three of you because he thinks you would all be great recruits for his army." Komodo growled and lunged, grabbing Rik-Zi by the neck.

"Why in Heaven's name should we listen to you?" he hissed. Rik-Zi laughed like a maniac and slipped easily out of Komodo's hand. He took out two scrolls similar to the Dragon Scroll.

"We have the Naga Scroll and the Chimera Scroll." Rik-Zi said. "We want the same power you do."

"I have the Yeti Scroll." Komodo said, pulling out the scroll. He turned to the two leopards. "You two in?"

"Sure." Saber said.

"Whatever." Tai Lung shrugged. The five of them left, led by Rik-Zi, to meet Ganesha.

*****

Meanwhile, in the Valley of Peace, Po worked happily with his dad in the noodle shop.

"Thanks for helping out." Mr. Ping told his son. "I don't know what I'd do without you."

"No problem." Po said. "I actually have a lot of free time lately. Mantis is teaching Tokay kung fu, Tigress, Viper, Crane, and Monkey pretty much know how to train themselves, and I still have no idea how to beat Panther."

"What about Master Shifu?" Mr. Ping asked. Po frowned.

"He's still sick." He said. "I'm getting really worried about him; he rarely leaves his bed and when he does, he walks kind of slow and he's really weak. His wounded leg just makes it worse."

"I'm sure he'll be fine." Mr. Ping assured. "Whatever he has will clear up eventually."

"Maybe." Po muttered. He had never told his dad that it was komodo dragon venom from Komodo that had made Shifu sick. Po took off his apron and walked off. "See you tomorrow!

A/N: Like I said, OC Heroes and Villains is going slow, so I'm working on more than one story to speed up the process.


	2. A Possible Cure

Chapter Two- A Possible Cure

After abandoning Komodo for the Jade Palace, Cobra got a job as the city watchmen along with the gossiping fan boy Hawk the hawk. While patrolling the city, Hawk swooped down to greet his friend.

"Evening Cobra!" Hawk said cheerfully.

"Good evening." Cobra said calmly.

"And for the big news in the gossip world for this week: still the fact that you are dating a Furious Five member!" Hawk announced.

"Her name is Viper." Cobra reminded him.

"Well duh!" Hawk laughed. "It's not like you'd be dating Tigress or something."

"Whatever." Cobra said. He looks at a sundial nearby. "Well, that's the end of my shift. I'll catch you later!"

"Later dude!" Hawk said as he flew off. Cobra chuckled as he slithered into the market. Hawk had always been the one to make the Indian cobra laugh, and sometimes Cobra wondered why Master Oogway had hired him in the first place. Cobra slithered off and found the perfect ring in a jewelry stand. After paying the pig tender, he slithered off quickly, smiling broadly.

*****

That night, Tigress broke away from her training to find Panther, who had disappeared after completing the entire course. She found him meditating outside and sat next to him.

"Good evening." Panther said without opening his eyes.

"Good evening." Tigress said.

"Something the matter?" Panther asked the tiger master.

"I was just thinking." Tigress said. "What was Bengal like?"

Panther finally opened his eyes and sighed.

"She was the best thing that had happened to me." He said softly. "She was always actively helping me on missions. At first we were rivals, but soon we became friends. Then we fell in love, and became engaged soon after."

"How good of a fighter was she?" Tigress asked.

"She-"

"Hey guys!" Po jumped up in front of them. "Watcha talkin' about?" Panther and Tigress exchanged a look before saying nothing, standing, and leaving.

Meanwhile, Crane, Monkey, and Viper were training on their normal courses while Mantis talked Tokay thru some basic moves.

"Hey Viper, don't you have somewhere to be?" Monkey said as he swung thru the rings. Viper gasped with shock and leaped off the fire field.

"Oh yeah!" she cried. "I have to get to the watchmen tower! Thanks Monkey!" Viper slithered off quickly to the tower. She knocked hastily on the door. Hawk answered.

"Well, if it isn't Miss Viper." He said. "Come on in!" Viper thanked the bird and slithered up to Cobra, who was waiting for her.

"Ready to go?" he asked.

"Yep." Viper said. Cobra and Viper left with Hawk making goo-goo eyes at his friend. Cobra slammed the door in his face.

They slithered off to a restaurant for dinner and Cobra slithered Viper to the palace.

"Thanks for dinner." Viper said.

"No problem." Cobra replied as they got to the gate. He stopped Viper from going in.

"What's up?" she asked.

"Uh, Viper, I wanted to ask you something." Cobra said nervously.

"Well, shoot." Viper said.

"What?"

"It means ask."

"Oh." Cobra took out the ring but kept it behind his back. "Uh, Viper. Will you….uh, would you…um…?"

"There you two are!"

Viper and Cobra jumped and whipped around to see Monkey at the open gate.

"I've been looking all over for you!" Monkey said, ushering them in. Cobra put the ring away quickly.

"What's going on?" Cobra asked.

"It's Master Shifu." Monkey said solemnly.

"What's wrong?" Viper asked worriedly.

"I don't know." Monkey said. "But I think he's getting worse."

"Worse how?" Cobra demanded.

"I. Don't. Know." Monkey pronounced. "Tokay just wants everyone together so we could talk." With Monkey leading the way, the three of them hurried off to Shifu's room.

*****

Many miles away, Komodo, Saber, Tai Lung, Rik-Zi, and Tanuki finally arrive at Ganesha's base. Once there, the first thing the five of the notice is all sorts of animals armed and ready for battle.

"Where's Ganesha?" Rik-Zi said. "We have the recruits." One of the soldiers called for his captain. There was a sound of giant footsteps, and a large elephant appeared.

"Rik-Zi and Tanuki." Ganesha said. "I didn't expect the two of you to even come back in one piece." The elephant turned to Komodo, Saber, and Tai Lung. "Are you three the recruits I wanted?"

"Y-yes sir." Saber trembled, surprised that any animal could be so big. Komodo hit him upside the head.

"Don't show fear." He said. "Do you have any other scrolls, Ganesha?"

"Yes." Ganesha pulled out the Behemoth and the Leviathan Scroll, both of which were in a centerpiece with six empty spaces. "I even have the centerpiece."

"Good." Komodo said. "I have the Yeti Scroll, and I will help you. Saber and Tai Lung are in too." Ganesha nodded and walked off, his soldiers following.

"Tanuki." Tai Lung said. Tanuki turned to him. "When are we leaving for battle?"

Tanuki stared at the snow leopard, keeping his trap shut.

"Come on, Tanuki." Rik-Zi urged. "Tell him when we'll attack."

But Tanuki wouldn't speak, no matter what Rik-Zi said. Finally, Rik-Zi gave up.

"We leave tonight to attack the Imperial Palace."

*****

During that, Po, Panther, Tokay, and the Furious Five had gathered by Shifu's room. Tokay had advised everyone that it would be better if only he and Po went in there, and everyone agreed. Po and Tokay walked in and closed the door after them. The two of them walked next to Shifu's bed and Tokay checked up on him. Po couldn't help but wince at Shifu's condition.

He was a lot worse than before. The night after they returned from the Ki-Rin Palace ruins, Tigress had woken up, sensing something was wrong. Rushing out of bed, she checked everyone's rooms and found everything normal. But when she got to Shifu's room, she was horrified to find him with a weak pulse and alerted Tokay. Everyone else woke up soon after to find out that Shifu had gone into temporary shock from the venom.

It didn't even stop there. Soon after, Shifu experienced many (if not all) of the symptoms that usually came with komodo dragon venom. The bite mark on his neck where Komodo had bitten down hard had swollen a little, pain was always shooting up thru his body, and he was usually so weak he was always still and quiet, mostly talking in only whispers. When Komodo and Saber attacked the group at Ki-Rin, Shifu had tried to prevent Komodo from stealing the scrolls, and Komodo had hit him away brutally, leaving Shifu with a nasty cut across his chest and arm. Both cuts wouldn't stop bleeding, and Tokay was reapplying Shifu's bandages every couple of days or so, depending on how bad the bleeding was.

As Tokay unwrapped and rewrapped Shifu's bandages, Po thought to himself, _Now I know why I never became a doctor. _Shifu's cuts were deep, and the blood coming out was like a waterfall down Shifu's arm and chest, staining his robes and bed. He withered in pain when Tokay put a medicine powder on the cuts to prevent them from becoming infected, and it took all of Shifu's strength he had to not scream. Never the less, Po was still heartbroken to see his master so hurt. When Tokay finished, he ushered Po over to the door. The others outside listened intently.

"How is he?" Po asked.

"Not good, Dragon Warrior." Tokay said. "Not good at all."

"There has to be some kind of cure." Po said.

"I think there is. But I don't know where." Tokay sighed. "Unless Shifu gets some kind of medicine, he'll only have a couple weeks left to live." Everyone outside the door resisted their urge to gasp. Po scowled.

"You're lying." He said.

"Dragon Warrior, I'm truly sorry." Tokay said sadly. "But I can't think of anything else to help your master." Po glared and turned away from the gecko. Tokay sighed. "Listen, the best you can do for Shifu is make his passing as peaceful as possible." Tokay walked out to his room, and everyone did the same. Po stayed behind and went to talk to Shifu. The aging and sick master turned to him, smiling a little.

"What's wrong?" Shifu whispered.

"'What's wrong?'" Po repeated. "You're what's wrong. You're dying and Tokay can't help and I feel pathetic because I couldn't save you."

"What are you talking about?" Shifu asked.

"If I had woken up when you were attacked, I would've been able to save you." Po said. "Isn't there any way to save you?" Shifu stared at the ceiling, deep in thought.

"In the Imperial Palace, there is a potion so powerful, it can heal anyone, no matter how bad condition they are in." Shifu finally said.

"Like, if someone was about to die, the potion would save them?" Po asked.

Shifu nodded slowly. "But there's only a drop left, and it's being saved for desperate measures."

"So we can use it on you!" Po exclaimed. Suddenly, before he could say another word, Shifu's eyes closed. Po freaked out a little, thinking his master was dead. But he soon realized that Shifu was sleeping. Po remembered that he was weak and Tokay had once said he would need a lot of rest. So Po stood and quietly walked off, a single thought running thru his head.

If that potion could save someone from death, it could cure Shifu of his poisoning.

A/N: Told you it wouldn't take long. Read & Review!


	3. The Imperial Palace

_Again, this story is mostly mcgormanp's work, so I take no credit._

Chapter Three- The Imperial Palace

The next morning, at the Imperial Palace, the palace guard, Commander Vachir, was on lookout duty when he sees something in the distance. Looking thru a telescope, he was shocked to see an upcoming army of Ganesha, Rik-Zi, Tai Lung, Komodo, Saber, and Tanuki. Vachir ran to the throne room and bowed to the Emperor before stuttering the news.

"Sire!" he cried. "The Imperial Palace is going to be attacked! What do we do?"

The Emperor, unseen, told Vachir, "They must be after the Phoenix Scroll. Go to the Jade Palace immediately."

"Why, sir?" Vachir asked.

"We need the Dragon Warrior, his friends, and Master Shifu." The Emperor said. "Go, quickly!" Vachir bowed again and ran off.

*****

At the Jade Palace, Mantis, Tokay, and Viper were training. Viper was in the Gauntlet of Wooden Warriors as Mantis and Tokay sparred.

"Say, Tokay." Mantis said as he dodged a kick to the head. "How did you know how long Shifu had to live? I didn't know you were a doctor." Tokay stopped fighting. He sighed.

"Well, you see, I once worked for the Emperor." Tokay explained sadly. "A fellow scribe was infected by that same venom on one of Komodo's rampages at the Emerald Palace of the Naga." Viper perked up at those words and slithered over to listen. "The soldiers of the palace brought him in, but no one knew how to cure him. The Emperor, Atlas, kept a sample of the poison to find a cure, but there was no success. The scribe died within a week."

"But you said Shifu had a _few _weeks." Mantis said.

"Shifu's immune system is stronger than the scribe's." Tokay said. "No surprise, seeing how healthy he seemed. I did the math, and that's how I knew." Tokay and Mantis turned to Viper, who looked very sad. "What's wrong?"

Viper stared at them with sad eyes. "The Emerald Palace was my and Cobra's home."

*****

During this, Cobra and Hawk are doing their job of watching the outside of the palace. As they pace outside the gate, Hawk notices Cobra holding something that glints in the sunlight. Getting a better look, he sees that it's a ring.

"What's the ring for?" he asked slyly. Cobra started stuttering.

"Well…..uh….I…..it belongs to……" Finally, he gave up. "I was going to propose to Viper."

"What?"

Hawk and Cobra turned to see Tigress, Panther, and Crane at the door.

"You're going to marry Viper?" Tigress asked, walking to him.

"Well, not yet." Cobra admitted. "I haven't proposed yet."

"Well you should." Panther said. "Life is short, and girls like Viper don't stick around forever." Cobra smiled a little. But Crane frowned and left.

_Cobra can't marry Viper. _He thought. _It just wouldn't work._

"Well, I guess I should propose soon." Cobra admitted. "Will you help me out?"

"Sure." Hawk said.

"Absolutely." Tigress said.

"What's that?" Panther asked. They turned and saw Vachir, huffing and puffing from his rush up the stairs.

"I…..need…..to see……the Dragon…..Warrior." he huffed. The four of them lead him inside.

*****

Back at Ganehsa's base, Saber brings something up that's been bothering him.

"Hey, do you really think attacking the Imperial Palace is the right thing to do?" he asked Tai Lung and Komodo.

"Of course it is!" Komodo yelled. He hit Saber upside the head. "NOW DON'T ASK SUCH STUPID QUESTIONS!"

Rik-Zi, who was rehydrating himself in a pond, turned to Tanuki, who was sitting next to him, watching the argument.

"Tanuki, my friend." Rik-Zi said. "Tell them the plan."

Tanuki stayed silent, so Rik-Zi spoke up.

"Here's what's going to happen." He said. "We'll attack from the roof and let in Ganesha and his army from the inside. We attack, kill the Emperor, and take the scroll. Simple as that." Ganesha, who was practicing martial arts, stopped and barked, "Leave, now. I wish to have some peace of mind while practicing." Everyone obeyed.

_Am I really doing the right thing? _Saber wondered. _Of course you are, you idiot. Po is the bad guy, and I'm the good guy. _

*****

Meanwhile, Cobra, Tigress, and Panther lead Vachir to see Po. They sit down at the kitchen and Po listens intently.

"We need your help." Vachir said. "An elephant named Ganesha is attacking the Imperial Palace. We believe he is after the Phoenix Scroll, and I fear they will kill Emperor Atlas to get it."

"I don't doubt that." Po said. "We'll come at once."

"You have to be careful."

They turned to the doorway and saw Shifu leaning heavily on the doorframe. He had heard the conversation and dragged himself out of bed to warn them.

"Ganesha was Oogway's main rival." Shifu said.

"So he's strong?" Tigress asked. Shifu only nodded gravely.

"He's got others with him." Vachir said. "Tai Lung, Komodo, Saber, Rik-Zi, and Tanuki."

"We can handle it." Po said. "I'm stronger than Komodo and Tai Lung."

Monkey was surprised Tai Lung was alive, and Tigress was shocked when she heard that Saber found Komodo again.

Tokay was mad. "Komodo is the reason the Quartz Palace is in ruins." He said. "I want to make him pay."

"But who are Tanuki and Rik-Zi?" Po asked.

"Tanuki is a ninja who left the monastery I trained at." Panther said. No one, however, knew who Rik-Zi was. Po said they should get going, so he grabbed the Dragon and Ki-Rin Scroll and they got ready to go.

"Shifu." He said as the aged master turned to leave. Shifu turned to him. "You're coming with us."

"What good am I if I'm sick?" Shifu asked. "I'll only drag you behind."

"I want to use that healing potion you told me about." Po said.

"Po, the potion is only for-"

"Desperate measures." Po said. "And _this _is a desperate measure."

Shifu was touched, and he smiled. He, too, got ready to leave.

As the group left, Mr. Ping stopped his son for a brief moment.

"My son, you should know." Mr. Ping said sadly. "Rik-Zi is the killer of someone important."

"Who?" Po asked. "An emperor? A king?"

"I can't tell you." Mr. Ping said. "I can't bear it." Po sighed.

"I'll avenge whoever he killed." Po promised. Mr. Ping smiled and went back to work.

Meanwhile, Cobra was talking to Hawk.

"Make sure you take care of this place." Cobra said.

"Not a problem." Hawk said. "Good luck with the battle. Kick some butt! Oh, and even _more _good luck in-"

Before he could say "marry", Crane pulled Cobra up with the rest of the group. Hawk shrugged and went to work.

*****

Sometime after the group left the palace, about halfway to the Imperial Palace, Po decided they should rest for a moment. Everyone agreed, even Shifu, who had been asleep in Tigress' arms. Tigress was afraid for her master, seeing as though he kept passing out once in a while. She also didn't like that he was pushing himself to keep going. Tigress set her master down on the ground and gave him some rice. Shifu ate quietly.

Viper slithered to Cobra, who was taking up the job as a lookout for bandits.

"Cobra, can I talk to you?" Viper asked her friend.

"Of course." Cobra said.

"Why didn't you tell me about the Emerald Palace?" Viper asked.

"What are you talking about?" Cobra replied.

"The Emerald Palace was destroyed after Komodo recruited you." Viper said. "Didn't you notice?"

Cobra stared at the green snake, finally realizing what had happened to their home. He sighed. "Who told you this?"

"Tokay." Viper said. Cobra looked heartbroken. Viper was thankful that Po chose that moment to declare that they should keep moving, so the two snakes joined their comrades. Tigress offered to carry Shifu, but the aged master refused and started walking. Tigress was right behind him. Cobra slithered up next to Crane and noticed he looked sad.

"What's wrong with you?" Cobra asked the avian.

"Nothing." Crane said bitterly. He walked up away from Cobra, leaving the poor snake confused.

*****

Soon, the group reached the palace. Vachir led the group to their rooms while Po left to meet the Emperor. He took a quick glance at Shifu, who was trudging along with the group. Po bit his bottom lip and walked to the throne room. He was determined to help his master. When Po got to the throne room, he was very surprised at what Emperor Atlas looked like.

He was only a moth.

The kindly emperor smiled at the Dragon Warrior.

"Are you surprised?" Atlas asked.

"Well……..take no offense……sire……" Po said. "But I expected someone……bigger." Atlas laughed.

"Well, it's like your Master Shifu." Atlas said. "He is pretty small for a mammal, yet he is very strong." Atlas flew up and flew off. "Come with me." Po followed the moth into another room similar to the Sacred Hall of Warriors, except there were only portraits of previous Emperors, long since passed. Up at the end of the room was a golden statue of a Phoenix. A scroll was in one of its claws. In the other claw was a small bottle. Atlas gestured Po closer to look.

"This is the Phoenix Scroll." Atlas said. "The bottle is a magic potion that can heal any wound, internal or outer, cure any sickness, even save someone from death. Ganesha the elephant is after the scroll."

"So I've heard." Po said. He stared at the bottle. Inside was a single drop of some sort of black liquid that looked evil. Atlas smiled.

"It's black to ward off bandits, who would be afraid of dark magic." He said. "Is someone you know in pain?"

"Shifu." Po said. "Komodo bit him and then beat him up pretty badly." He turned to the moth emperor. "Sire…"

"Please, just call me Atlas." Atlas said. "You are a friend, not a peasant."

"Atlas." Po said. "May I take the potion and give it to Shifu to cure him?" Atlas sighed.

"I'm afraid I cannot grant your wish." Atlas said.

"Why?" Po demanded.

"According to the prophecy, it should only be saved for the near dying Son Of Chaos, so that he may raise the Neutral Child and the Daughter Of Order. And no, I cannot make any more. Even if I could, I doubt I could save Shifu in time."

"But….what if Shifu _was _the Son Of Chaos?" Po asked.

"He's not." Atlas said sadly. "The Son Of Chaos, as the legends read, is a cat, not a red panda." Po looked shocked and sad.

"There _has _to be some way to save him." He said.

"I'm not sure how." Atlas said. Po was sad, but what Atlas said next made him very upset to the point where he almost burst into tears.

"Perhaps the only way to save Shifu is if you were to bring his time of death sooner."

"Excuse me?" Po asked, a lump in his throat. Atlas' reply made Po want to vomit with grief.

"You may have to kindly put an end to Shifu's life."

A/N: Cliffhanger! I own nothing, this was mcgormanp's idea.


	4. The Battle Part One

Chapter Four- The Battle Part One

As Viper slithered to her room to sleep, she noticed Cobra out on a balcony, looking out at the city. Viper slithered up to him.

"Hey." She said.

"Hey." Cobra muttered. Viper sighed.

"Look, you didn't know about what Komodo did to the Emerald Palace." Viper said. "It doesn't affect our relationship." Cobra smiled.

"Thanks, I'm glad." Cobra said. "But that's not really what I was worried about. You see, ever since Shifu took you to train at the Jade Palace, I was angry. But now that I found out what happened to our home, I'm glad he took you away to train and survive." He sighed. "I'm just glad he taught me one last lesson before he left this world." Viper smiled.

"I'm happy for you." She said. "Goodnight." Viper slithered off. Suddenly, Cobra remembered something.

"Wait!" he said. "Viper, will you….." But Viper was gone, and Cobra just went to bed.

That night, Tai Lung, Komodo, Saber, and Tanuki go to the roof of the palace.

"Ganesha, bring the explosives, we may need them." Rik-Zi said. Ganesha nodded and Rik-Zi joined the others. Ganesha turned to his army.

"Now, when we attack, destroy everything in sight." He ordered. "Including those clowns that just left." He turned away and muttered to himself, "I will never share my power with anyone."

*****

As the army approaches, Panther woke up and sees them coming. Jumping out of bed, he woke everyone but Shifu up, knowing the old master needed his rest.

"Let's get ready." Po said. They agreed and prepared for battle.

"What's the plan?" Viper asked Po, seeing as he was the unofficial leader.

"Alright, we should split up, just in case." Po said. "Monkey, you're with me. Mantis and Tokay, you guys work together. Viper, Cobra, and Crane, you guys work together. Vachir, wait at the castle gates. Tigress, I trust you can handle staying alone. Panther, you work alone, too, but I want you to watch over Shifu. We all good?" Everyone nodded. "Then let's do this!" The group split up and went off. Before Panther could leave, Po tossed him the Ki-Rin Scroll. "I trust you with this." Panther nodded and walked off. Po held onto the Dragon Scroll.

Po and Monkey journeyed to the roof first, and they found Tai Lung on it, engaging him in battle.

"You know, I've practiced a lot more since the last time we fought." Tai Lung boasted. Monkey and Po fought fiercely. Po tried to use the Wuxi Finger Hold on Tai Lung again, but Tai Lung hit him away before he could. Crane, Cobra, and Viper, hearing the commotion, rushed up to the roof to help. But then, Komodo appeared, engaging them in combat.

In the meantime, Tigress had been searching the throne room for intruders. Turns out, she found one; Saber was there, ready for battle. Tigress ran to him, taking a Tiger Style stance. Saber didn't move.

"Fight me, you coward." She hissed.

"You know what? I'm actually going to listen to you." Saber said. "If Komodo's told me anything, it's that you're the bad guy and I'm the good guy."

Tigress almost gasped. She finally recognized Saber's face. "Xai?"

"I don't know what you're talking about." Saber growled. He lunged, and they engaged in combat. The two cats fought hard, both worthy opponents. But, in the end, Tigress wins, and she knocks Saber unconscious. Tigress was considering whether or not to kill him when she heard the sounds of battle on the roof.

"I'm sorry, Xai." She said quietly before quickly going to the roof.

Mantis and Tokay, who had been watching the battle on the roof, quickly went to Atlas.

"Sire!" Tokay cried. "I fear that we may be losing!"

Atlas had the Phoenix Scroll with him. He thought for a moment. "Perhaps we should-" But whatever he was about to say, he didn't say it. Because at that moment, Rik-Zi burst into the room, running towards the Emperor, eyeing the scroll. Mantis attacked Rik-Zi, distracting him as Tokay led Atlas and the scroll to safety. Mantis fought hard, but he was quickly overwhelmed by Rik-Zi. After seeing that Atlas is safe, Tokay runs to Rik-Zi and hits him.

It does nothing.

Rik-Zi brushed Tokay aside and Mantis gets up to help his friend. The three of them fought hard, but it seemed as though Rik-Zi was immune to such attacks. But soon, he got dehydrated. Realizing he would lose, Rik-Zi retreated, running to the nearest pond. Mantis and Tokay, thoroughly confused, went back to Atlas to make sure the Emperor was alright.

*****

Panther stared at Shifu's still form. He gently grabbed the old master's wrist and sighed when he still felt a pulse. Panther was getting increasingly worried about Shifu's condition, seeing how he hasn't woken up, even after all the racket of the battles around them.

Meanwhile, Tanuki roamed the hallways silently, searching for something he could loot. Seeing Panther, he felt hatred swell in his chest and he drew his sword.

Panther heard it and spun around just as Tanuki attacked.

Panther dodged Tanuki's sword and managed to block it before it could hit Shifu. Panther snarled, grabbed the sword in his teeth, yanked it out of Tanuki's hand, and tossed it out the window.

*****

A palace rabbit walked by, tending to the garden. He nearly had a heart attack when a sword suddenly impaled the ground in front of him.

"What in Heaven's name?" he muttered, looking up at where the sword had come from.

*****

Tanuki tackled Panther, but the large cat just shoves him out the door. Panther charged after his former training partner.

Shifu's eyes opened. He sat up and sighed, staring out the door Panther and Tanuki went out.

Panther and Tanuki fought hard. Tanuki pulled out a dagger and thrust it towards Panther, attempting to wound or even kill him. Panther was more skilled, however, and he grabbed Tanuki's arm, turned, and elbowed the tanuki in the face. Tanuki dropped his dagger, holding his face. Panther took his chance and kicked Tanuki out the window, further startling the rabbit gardener below, who went running for his life, screaming about aliens falling out of the sky. Panther winced briefly and turned to go back to Shifu.

He stopped short, staring at the master in surprise.

Shifu was up and ready, as though he were about to go out and fight.

While that was happening, the fight between Po, Monkey, Cobra, Crane, Viper, Tai Lung, and Komodo was still happening on the roof. Po and Monkey were still fighting Tai Lung while Cobra, Crane, and Viper fought Komodo. Po and Monkey fight with Tai Lung hard, and the snow leopard soon realizes that they may be too much for him. Then, Po managed to kick Tai Lung off the roof and Monkey spiked him to make him fall faster. The two warriors high-fived before running to their comrades.

"We got this!" Cobra yelled. Monkey and Po stopped short. "We'll handle Komodo! Go check on Shifu and make sure he's still breathing!" Po and Monkey nodded and ran off as fast as they could.

Komodo suddenly remembered that Shifu was weak and defenseless. He had half a mind to go and kill the old master, but realized that the bird and snakes he was fighting were a bigger problem. _I'll kill him later. _He promised himself. He fought brutally. Komodo managed to grab Cobra by the neck, and Viper and Crane rushed in to help. Using his free hand, Komodo nearly crushed Crane's skull as he knocked him out cold and swatted Viper hard to the other side of the roof. Cobra, furious that Komodo was hurting the snake he loved, suddenly opened his hood and shot venom into Komodo's face. Komodo dropped the Indian cobra, screaming in pain. Cobra hit Komodo around a bit before knocking the oversized lizard off the roof. Cobra rushed to Viper and helped her up. It was then that he decided he may never get another chance.

"Viper," Cobra said. "I was just wondering if you would…." Then, Komodo returned, his eyes bloodshot and salivating his highly toxic venom. He charges for Cobra, who simply hits him away. Cobra tried again, but Komodo kept coming. Cobra sighed and knocked Komodo unconscious. Viper gave Cobra a weird look.

"Viper, will you….." Cobra barely started when Komodo woke up and attacked. "Will you stop interrupting me?!" Cobra took a wild hit to Komodo's face, sending him flying thru the air and off the roof.

"Not again!" Komodo screamed as he fell.

Cobra sighed with relief. "Now…..Viper…."

Of course, Crane chose that moment to wake up and interrupt him again. "Guys, we should get down to the lower level; everyone may need our help." Cobra sighed, but he and Viper nodded and they all rushed off.

*****

Outside the walls of the palace, Ganesha looked up and saw Komodo go flying. He muttered something about reptiles being stupid, and he decided to storm the palace. He set up the explosives and lit them. His army stood back as the doors burst open, and then they charged.

Vachir and the Imperial Army attacked, defending the castle. Vachir and his troops fought hard, but once Ganesha came in, they ran away, terrified. Mantis and Tokay, who had been helping and watching over the Phoenix scroll, retreated as well. They didn't get very far when Mantis noticed the scroll was missing.

"Where's the Phoenix Scroll?" He yelled at Tokay. They looked behind them….

….and saw Ganesha grab the scroll and put it into the centerpiece with the rest of the scrolls he possessed.

"We have to get to Atlas!" Tokay shouted. The two of them ran for it as Ganesha made his way up the steps.

A/N: I OWN NOTHING! Read and Review! And don't kill me.


	5. The Battle Part Two

Chapter Five- The Battle Part Two

Po and Monkey rounded the corner, Po praying that Shifu was alright and Panther wasn't attacked. But they were fluently surprised, as was Panther, to see Shifu awake and standing tall and strong, as though he wasn't sick. Po half hoped that he had recovered.

"Master?" he asked.

Shifu stared at each of the warriors in turn. "As of now, Po is the new master of the Jade Palace." He decreed.

Before anyone could ask what he meant, Ganesha suddenly burst into the room. All four warriors turned to face him.

"If you're smart, you'll hand over the scrolls." Ganesha growled.

"Over my dead body!" Panther snarled as he and Po lunged for him. Ganesha hit them both away, making them drop the scrolls and send them flying. Po landed hard on his back and Panther landed on his stomach, the fat breaking his fall. Ganesha grabbed the remaining scrolls before Shifu or Monkey could react.

"By the power of the scrolls," Ganesha shouted. "I summon the Behemoth to serve me!" Tigress, Viper, Crane, and Cobra suddenly rushed in, but they are too late, and they could only watch helplessly. The ground started to shake, and everyone struggled to stand as the Behemoth appeared. It is so huge it destroys the room, nearly crushing everyone in it. Everyone managed to get out, but Shifu was knocked unconscious by a beam and Monkey has to drag him to safety. Ganesha climbs aboard his beast and the Behemoth walked off to do Ganesha's bidding.

It's a good thing Tanuki had woken up when he did, because the Behemoth was unaware of its foot about to stomp on the poor thing. Tanuki was scared stiff. "Oh no." he said. But it sounded very weird; like a combination of a squeak and the sound of a cat being strangled. I guess that's why he doesn't talk.

Unfortunately, he didn't move in time and……well, you get the picture.

When Tai Lung and Komodo saw the beast, they ran away in panic. Po and the others made sure Shifu was safe and ran after it, determined to stop the beast before it destroyed the Imperial City.

*****

After Tokay and Mantis told Atlas what happened, the three of them tried to figure out a plan to stop Ganesha.

"How can we stop them?" Tokay asked. "Ganesha has the Behemoth, and Master Shifu's too sick to help."

Then, Mantis got an idea. Shifu was sick because of Komodo's poison. He remembered what Tokay said about the servant dying within a week.

"What if we used Komodo's venom to kill Ganesha?" Mantis suggested.

"Good idea." Tokay said. "Atlas, do you still have the venom?"

"Yes." Atlas said. "But how do we infect Ganesha?" The three of them went silent. Mantis searched his memories for something that can help. For some reason, he thought about giving Po acupuncture. He chuckled slightly at tweaking his facial nerve.

Then, he brightened up. "Acupuncture needles!" he cried. "We'll dip an acupuncture needle in the venom, and then shoot it like a dart at Ganesha!"

"How do we get there?" Tokay asked. "The Behemoth is huge!"

"Fireworks!" Mantis exclaimed. "You and I will take a rocket and fly up there!"

"That's insane!" Tokay cried.

"But it's the best we've got." Atlas reminded him. Tokay smiled and nodded.

"Alright." Mantis said. "We need Komodo's saliva, an acupuncture needle, some hollow bamboo, and a rocket." Atlas and Tokay nodded and they rushed to get what was needed.

While they were planning, Po and the others had managed to get to the top of the Behemoth and were fighting Ganesha. The elephant had kept the scrolls and the centerpiece away from the battle to keep his treasure safe. Though the brave warriors fought hard, they were no match for Ganesha and his large size. Plus, there was the risk of falling off the Behemoth and getting crushed. There were so many times when somebody threatened to fall off and somebody had to stop fighting to help them. Meanwhile, the Behemoth was destroying the palace brick by brick

Up in a high window, Mantis and Tokay had everything ready for their plan. Mantis was sitting at the front of the rocket so he could steer. The hollow piece of bamboo was loaded with the venomous needle. Since Tokay's mouth was bigger, he had to be the one to shoot. Tokay had agreed and prayed that he would hit Ganesha on the first shot.

They had only one shot. If they missed, it was over.

"Alright, Atlas!" Mantis said. "Launch us!"

"Good luck, brave warriors!" Atlas cried as he lit the fuse. The rocket took off, and Mantis and Tokay were zooming towards the Behemoth. Mantis directed the rocket towards Ganesha, and Tokay prepared to shoot.

"On my signal!" Mantis shouted over the wind. "Ready……" Tokay stood ready, aiming for the elephant. "Aim….." Tokay stayed his mark. "Fire!"

Tokay shot the needle.

It flew thru the air at amazing speed.

Ganesha was coming close to laying down the killing blow on Po when the needle struck him.

His face contorted into a silly face similar to what Po made when he first had acupuncture.

"Right in the facial nerve!" Mantis cheered as Ganesha fell off the Behemoth. Mantis directed the rocket to the top of the Behemoth and he and Tokay jumped off. The others congratulated them, but not for long.

After the Behemoth realized its master was dead, it went crazy. Everyone desperately tried to hold on and stay alive as the Behemoth tried to hit them off, bucking around like some crazed rodeo bull. Though everyone tried their best, Po was thrown off and fell into a bunch of rubble. The Behemoth charged, ready to kill the panda.

And it would've.

Had it not heard a loud whistle.

Everyone, even the Behemoth, froze. The Behemoth spun around and snarled at the person who had stopped it. When everyone else looked, they were horrified.

Shifu had woken up, and he was holding the last of the explosives.

"Stay away from him!" Shifu shouted. The Behemoth roared and charged, but Shifu stood his ground, glaring hard. He felt like he was fading. He knew it was his time to die, but he wasn't going down without a fight. He lit the fuse on the explosives and waited for the Behemoth to come to him. Then, he jumped, thinking he'd drop the explosives down the beast's mouth. But instead, the Behemoth closed its mouth and swung it around, slamming into Shifu and sending him careening into a tree. Shifu slumped to the ground and struggled to stand, realizing he dropped the explosives. The Behemoth came running at him again.

"Shifu!" Po shouted, rushing over to help. "Run!"

Shifu knew Po would never make it. He also realized that he wouldn't be able to just drop the explosives in. The Behemoth would spit them out.

Shifu knew there was only one way to kill the beast…..

The old master looked around and saw the still lighted explosives on the ground….right in the pathway of the charging Behemoth. Shifu used what strength he had and ran towards the beast. Everyone could only watch with horror as Shifu scooped up the explosives and jumped into the Behemoth's mouth as the beast roared.

The Behemoth skidded to a halt at the surprise snack in his mouth. It smiled gruesomely and swallowed.

Then, it choked.

Thousands of years being imprisoned caused the Behemoth's insides to still be dry as sand. Shifu, inside the beast's dry throat, dropped the bomb down into the Behemoth's stomach.

The Behemoth roared loudly, smoke emitting from its mouth, as the explosives went off in its stomach. The beast swayed this way and that, and everyone jumped off quickly, running a good distance away before the beast fell.

Shifu, still in the beast's throat, died slowly. He breathing was ragged and shallow. He was weak and couldn't make himself move. Every single limb in his body, even his tail, went limp as dead snakes. But he closed his eyes and imagined his students; his children he never showed any love for. He imagined their smiling faces, knowing it was the last thing he wanted to see before he left forever. Shifu sighed, content with the way he died.

Shifu's breathing decreased down little by little.

He was ready to die.

His heartbeat slowed.

"Goodbye……my students….." he whispered.

His final breath left him.

*****

Po ran to the Behemoth, the others following a ways away. The Behemoth had destroyed half the palace before it was killed, and the others found themselves jumping over debris as they ran after Po.

Po got to the beast and peered fearfully into the beast's mouth, hoping to see Shifu.

He didn't.

The others caught up to Po and noticed he was crying. Everyone else knew what happened and grieved. They didn't notice Ganesha escaping. They also didn't notice Saber running off and telling himself that he officially quits working for Komodo.

They were too busy being sad.

The Behemoth was dead.

Ganesha would follow soon after.

But Master Shifu was dead as well.

A/N: To all fans of Master Shifu, I deeply apologize. Read and Review! Almost done!


	6. Funeral

Chapter Six- Funeral

Po, the Furious Five, Panther, Tokay, and Cobra stood before Emperor Atlas in his half destroyed throne room. Panther was holding the centerpiece with the scrolls. Atlas was on his throne, and he sighed.

"I am eternally grateful for your bravery." He said. "But I am also deeply sorry about your loss." No one said a word. It had been two days since the Behemoth took Shifu's life. "Personally," Atlas continued. "I blame myself. I should've sent Master Shifu home once I learned of his sickness."

"Don't blame yourself." Po said. "If anything, it should be my fault; I should've gotten to him sooner."

"We can't just beat each other up for something like this." Tigress said. "We just have to honor him for his sacrifice." Everyone nodded solemnly.

Atlas sighed. "Well, again, I thank you; all of the Imperial City thanks you. And I will have Vachir escort you safely to the Jade Palace." Everyone bowed and thanked the Emperor before heading off. Atlas sighed once more.

"With every battle comes a loss too great to bear." He told himself.

*****

Just as Atlas promised, the Five, Po, Panther, Cobra, and Tokay were led to the palace by Vachir, and nobody dared attack them. Perhaps there weren't any bandits. Or perhaps it was the murderous glow in Tigress' eyes.

Anyway, everyone got to the palace alright and Vachir went back to Atlas shortly after, as to leave the warriors in their mourning.

After securing the scrolls and the centerpiece in the Sacred Hall of Warriors and a good night's sleep, everyone got set to work on a funeral and a shrine for Shifu. The shrine was quite nice; it had a picture of Shifu brandishing his flute as a weapon, standing in a kung fu stance, and smirking with triumph. On a stand right below the picture was Shifu's flute. Everyone stood before the shrine, each person saying something heartfelt, and each of them feeling unworthy of standing before the shrine. Cobra commented on Shifu's bravery. Panther and Tokay mentioned his strength. Monkey and Mantis said he was cunning and sly, in a good way, of course. Crane said he was graceful. Viper, who was completely heartbroken, could only choke out that he was a good master.

Po nodded in agreement. "A good friend."

Tigress stared at Shifu's flute with glassy eyes. "A good father."

After the funeral, everyone did pretty much nothing. Nobody could train without looking over their shoulders to see if Shifu was watching and be sad when they didn't see him. Crane did calligraphy, but all he could think of writing was "Pain", "Death", and "Love". Monkey went to bed, saying he didn't feel well. Mantis meditated, but found no peace. Tigress was found crying in her room by Panther, who comforted her to the best of his abilities. Tokay went back to his scribing habits, recording the battle he named "The Imperial Invasion". Viper was frozen in place at Shifu's shrine, and no one could move her. Po cooked, but nobody ate much. Seeing how he usually ate when he was upset, Po found it a bit surprising when he didn't have much of an appetite. So he sat under the Sacred Peach Tree of Heavenly Wisdom, hoping Shifu would talk to him.

Cobra, upset with all that had happened, went home to continue his watchman duties. As he slithered into the tower, Hawk suddenly came to greet him, his face full of smiles.

"Hey!" he cried. "How's it going?"

"What are you so happy about?" Cobra muttered.

"Well….." Hawk chuckled. "I mean…..Viper said yes, right?" Cobra sighed and set the ring down on the table. Hawk's smile disappeared. "She said no?"

"No." Cobra said. "Master Shifu died in battle while we were away. Viper's taking it pretty hard."

Hawk shook his head. "Aw, man." He sighed and draped a comforting wing around his snake friend. "I'm so sorry. I didn't know…..why did I open my stupid beak?"

"It's not your fault." Cobra reassured. "I'm just going give Viper some time for her heart to heal, that's all."

"Did you even ask her to marry you?" Hawk asked as Cobra went to bed.

"I had so many chances, but I never took them." Cobra said. "Plus, Komodo kept attacking me."

The two chuckled. "Still…." Hawk said. "…make sure you don't wait too long."

"I won't." Cobra said. "It's just until everyone's hearts have a chance to heal." With that, Cobra went to bed. Hawk sighed and went to work on being the night watchman. However, before starting his duties, he flew to the palace and into the sacred hall. Sure enough, there was Shifu's shrine, illuminated with candles. Hawk bowed and paid his respects.

"I'm sorry I couldn't be of more help." He whispered.

*****

Miles away, Tai Lung and Rik-Zi run into Komodo, alive and well.

"I'm gonna kill Cobra." Komodo growled.

"We've got bigger problems." Tai Lung said. "Saber's quit."

"And we found this." Rik-Zi said, tossing the Leviathan Scroll to Komodo. Komodo opened it and saw the colored foil missing from inside the scroll.

"What's this supposed to mean?" Komodo demanded.

"The Leviathan Scroll has been activated." Tai Lung said. "The Leviathan's running around somewhere."

The three of them stood there, utterly confused, until Komodo's face seemed to pale. He pointed behind Tai Lung and Rik-Zi, who turned and saw the Leviathan at its maximum size.

"AAAAHHHH!" They all screamed as they ran. The Leviathan only grinned as it watched them run.

Back at the half destroyed Imperial Palace, the Behemoth was still there, considering nobody could really pick it up to dispose of it. Atlas stared at it, thinking that by burning it he'd give Shifu a proper funeral.

He didn't notice that some peach tree petals floated out of the Behemoth's mouth and swirled up to the moon.

A/N: Done. Do not kill me. I own nothing. Now, I'll be starting something new for once.


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